What we do have evidence for is that it?s important for the CEO...

What we do have evidence for is that it?s important for the CEO to realize that he is reporting to the board and not controlling the board completely.

Many advocates of improved corporate governance assert that the posts of CEO and chairperson should not be held by the same individual because such an arrangement concentrates too much power in the hands of a single executive, leading to potential CEO entrenchment and potential to put self interest ahead of the overriding comany's best interests. The many corporate scandals that have unfolded since 2001 have added impetus to this view.

Mittelstaedt adds that there are times when splitting the roles may not actually diminish the role an executive plays. ?Whenever you have a company where the founder is still in the company, like Siebel, he may have given up the CEO title, but don?t kid yourself, he?s still running the place,? says Mittelstaedt. ?That?s a split in name only because his personality is such that he is unlikely to stay out of it. It?s similar to Microsoft. Gates and Ballmer split roles, but they had been a team for a long time and they?re still a team. The split changed responsibilities, but Gates still plays a day-to-day role, especially in product development.?

A Sounding Board for the CEO:

Despite the lack of hard evidence that separating the roles boosts returns to shareholders, it is worthwhile for companies to consider doing just that, according to John Percival, adjunct professor of finance. ?If I?m a shareholder, I don?t think I want the CEO of my company to be chairman,? he says. ?I think boards should represent the interests of the shareholders of the company ... The chairman of the board should ask some important questions about why the company is doing what it?s doing and should act as a sounding board for the CEO.?

But Percival wonders whether there are enough experienced people available to perform the role he envisions for a chairperson. ?It takes a really special person who has experience in running a business, hopefully a similar business, where he can provide the right kind of counseling and has the credibility to be accepted by the rest of the board as a leader. I just wonder where you find those people. Being a skeptic is an important role for a chairman -- not cynical but skeptical, a person who doesn?t just fall in line with the CEO?s vision. Leaders don?t like to have their vision questioned. The perfect way to achieve that is to be both chairman and CEO.? Percival says that if the right individual cannot be found to serve as a strong, independent chairperson, a company ?might be better off having the CEO be chairman of the board.?

In my view if the right Chairman in the above context can be found ( such as Ziggy ) it is a "win/win" for NC as CEO and LYC. The company is too big now with too many immediate big ticket deliverables in the next 12 months for the overwhelming concentration of power to be in one set of hands.